0000940394-11-000972 Sample Contracts

MSAM COMPLETION PORTFOLIO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 10th, 2011 • MSAM Completion Portfolio

AGREEMENT made this 8th day of August, 2011, between MSAM Completion Portfolio, a Massachusetts business trust (the “Trust”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

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PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • August 10th, 2011 • MSAM Completion Portfolio

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, MSAM Completion Portfolio (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), organized as a Massachusetts business trust, has agreed that Eaton Vance Distributors, Inc. (“EVD”), shall be the placement agent (the “Placement Agent”) of Interests in the Trust (“Trust Interests”).

MSAM COMPLETION PORTFOLIO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 10th, 2011 • MSAM Completion Portfolio • Massachusetts

AGREEMENT effective this 8th day of August, 2011 between Boston Management and Research (the “Adviser”), and Parametric Risk Advisors, LLC (the “Sub-Adviser”).

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